July 1, 2014


 


Ohio
State Innovation Foundation


Attn:
 Timothy R. Wright, President


1524
North High Street


Columbus, Ohio  43201


 


Re:License Agreements/Upfront Fees/Equity


  


 


Dear Mr. Wright:


 


Reference is made to (1)
the Patent & Technology License Agreement, Agt. No. A2014-0165, entered into as of September 6, 2013, by and between Microlin
Bio, Inc. ("Microlin") and Ohio State Innovation Foundation ("OSIF"), as amended, (2) the Patent & Technology
License Agreement, Agt. No. A2013- 2080, entered into as of September 6, 2013, by and between Microlin and OSIF, as amended, (3)
the Patent & Technology License Agreement, Agt. No. A2013-2069, entered into as of September 6, 2013, by and between Microlin
and OSIF, as amended, (4) the Patent & Technology License Agreement, Agt. No. A2014-0164, entered into as of September 6,
2013, by and between Microlin and OSIF, as amended, (5) the Patent & Technology License Agreement, Agt. No. A2014-0294, entered
into as of September 6, 2013, by and between Microlin and OSIF, as amended (collectively, the "Agreements"), and (6)
the letter agreement, entered into as of May 22, 2014, by and between Microlin and OSIF (the "May Letter Agreement").


 


This
letter serves to confirm our agreement regarding Microlin's obligations with respect to the fees and expenses due to OSIF for
the patents licensed from OSIF under the Agreements. The Agreements provide that Microlin is to pay OSIF an upfront fee (the "Upfront
Fee") for the licensed patents and to repay OSIF for past patent expenses (the "Patent Expenses").  The Agreements
further provide that the Patent Expenses become immediately due and payable to OSIF in the event that $I 0,000,000 of external
funding is obtained by Microlin.


 


Microlin
and OSIF agree that the entire unpaid balance of the Upfront Fee, which totals $500,000 in the aggregate, will be paid in full
by Microlin on or before August 1, 2014, $300,000 of which will be paid by Microlin to OSIF via wire transfer no later than three
(3) calendar days after the day on which Microlin delivers its registered securities to its underwriter(s) and receives payment
for such securities (the "Closing Date"), and $200,000 of which shall, on the date Microlin's registration statement
on Form S-1 filed in connection with the initial public offering of its common shares (the "Initial Public Offering")
is deemed effective (the "Effective Date"), automatically convert in whole, without any further action by OSIF, into
shares of common stock of Microlin (the "Common Stock"), with the same rights, obligations, preferences and privileges
as are received by the other holders of Common Stock (the "Upfront Fee Conversion"). Upon the Upfront Fee Conversion,
OSIF shall receive (1) the number of shares of Common Stock equal to the quotient of (x) $200,000 divided by (y) the initial public
offering price of the Common Stock and (2) warrants in the same proportion as issued to other investors in the initial public
offering. Microlin shall, promptly after the Upfront Fee Conversion, issue and deliver to OSIF a certificate or certificates evidencing
the shares of Common Stock to which OSIF shall be entitled. OSIF shall be treated for all purposes as the record holder of such
shares of Common Stock as of the date of the Upfront Fee Conversion.  In the event that the Effective Date does not occur or occurs
after August 1, 2014, the parties will agree to a commercially reasonable alternative payment schedule for the Upfront Fee. Microlin
and OSIF acknowledge that the foregoing agreement with respect to the Upfront Fee supersedes the May Letter Agreement.




    	 	 	 



     


    

 


In the event Microlin
raises in excess of $10,000,000 in its Initial Public Offering on or before August 1, 2014, the entire unpaid balance of the Patent
Expenses, which totals $2,446,000 in the aggregate, shall, on the Effective Date, automatically convert in whole, without any
further action by OSIF, into shares of Common Stock with the same rights, obligations, preferences and privileges as are received
by the other holders of Common Stock (the "Patent Expense Conversion"). Upon the Patent Expense Conversion, OSIF shall
receive ( 1) the number of shares of Common Stock equal to the quotient of (x) $2,446,000 divided by (y) the initial public offering
price of the Common Stock and (2) warrants in the same proportion as issued to other investors in the initial public offering.
 Microlin shall, promptly after the Patent Expense Conversion, issue and deliver to OSIF a certificate or certificates evidencing
the shares of Common Stock to which OSIF shall be entitled. OSIF shall be treated for all purposes as the record holder of such
shares of Common Stock as of the date of the Patent Expense Conversion. In the event that the Effective Date does not occur or
occurs after August 1, 2014, the parties will agree to a commercially reasonable alternative payment schedule for the Patent Expenses.


 


 


		Sincerely,

         

         

         

        /s/ Joseph Hernandez

        Executive Chairman






 


 


[Acknowledgement page follows]




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ACKNOWLEDGED  AND AGREED TO BY:


 


OHIO STATE INNOVATION FOUNDATION


 


By: /s/ Timothy R. Wright


Name: Timothy R. Wright


Title: President








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